Ireland’s FDI Screening Regime in 2025: Key Comparative Insights from the First Annual Report

The Irish foreign investment screening regime (Screening of Third Country Transactions Act 2023 – referred to throughout as the Act) entered into force in January 2025, introducing a mandatory notification process for non-EU/EEA/Swiss acquirers of Irish businesses active in certain sectors. 

The Minister for the Department of Enterprise, Tourism and Employment (the Minister) has recently published the first annual report on the regime’s operation (Irish FDI Report), as well as an updated version of its Inward Investment Screening Guidance for Stakeholders and Investors (Guidance), which accompanies the Act.

This note details the key elements of the Irish FDI Report, as well as considering the operation of the Act in its first year from a comparative perspective by reference to DealSCREEN, our new global data-driven platform enabling country-by-country comparisons of M&A regulatory regimes across 35 jurisdictions.

The key conclusions are as follows:

• while the statutory timelines for review under the Act are longer than many other regimes, the Irish FDI Report provides useful updates on overall timing in practice (which is in line with our own experience), and generally speaking timelines are similar to other FDI regimes;

• the Minister has taken a focused approach to screening, with only c.25% of notifications submitted proceeding to formal screening. Again, this is not unusual as against other EU jurisdictions, particularly with a regime in its relative infancy; and

• overall, rates of intervention (i.e. prohibitions / remedies being required to clear deals) are very low – again, similar to most (but not all) jurisdictions across the EU and indeed worldwide.

As an overarching comment, while we have seen a proliferation of new and expanded FDI regimes globally over the last number of years, there is a general sense that governments are keen to ensure that their regulatory regimes (both merger control and FDI) are not considered as ‘blockers’ as jurisdictions compete for inward investment, and that the impact of these regimes is proportionate for businesses, with in-depth review / intervention limited to a small sub-set of transactions which do in fact raise national security concerns.

For the vast majority of transactions, it is a matter of identifying required FDI (and merger control) filings early in the transaction process, and ensuring that any associated timelines and risk allocation are considered appropriately in deal documentation including e.g. condition precedents and long-stop dates.

• Before turning to FDI, it is also worth noting that Ireland’s merger control thresholds have recently been increased to: (i) both parties having individual turnover of €15m (up from €10m) in the State and (ii) aggregate turnover of €100m (up from €60m) in the State. While this will reduce the number of transactions requiring mandatory merger notification, the CCPC retains its statutory power to ‘call in’ below threshold transactions where competition concerns may arise. Deal teams should therefore assess both FDI and merger control filing requirements at an early stage when planning transactions with an Irish nexus.

The key takeaways from the Irish FDI Report are as follows:

A quarter of notifications submitted were formally screened

Of the 102 notifications submitted in 2025, only 25% proceeded to formal screening. In 66 cases the Minister found that the transaction did not meet the relevant notification criteria (i.e. the target’s activities did not fall within any of the relevant activities). This may reflect the fact that certain definitions in the Act are capable of broad interpretation, and involve an assessment of ‘criticality’ (e.g. must constitute ‘critical’ infrastructure, or ‘critical’ inputs). This may have led to filings being submitted on a cautious basis in a nascent regime, particularly given the potential criminal penalties for failure to notify.

While the percentage of transactions proceeding to formal review may appear low, it is not particularly unusual considering the broader EU experience: according to the European Commission’s Fifth Annual Report on the screening of foreign direct investments into the Union (EC FDI Report), 41% of transactions notified to authorities were formally screened in 2024, up from just 20% in 2020 (the year of the first EC FDI Report). 

Helpful guidance on timelines for review

Once a notification is submitted, the Inward Investment Screening Unit (IISU) aims to confirm whether a formal screening is required within 10 calendar days. Thereafter, the statutory timeline for formal screening under the Act is 90 calendar days, extendable to 135 calendar days, and unlike many other regimes is not divided into formal “Phase 1” and “Phase 2” stages (although this may change in future – see below). 

In our experience, the potential length of timelines led to a degree of uncertainty on overall deal timetables/long-stop dates, even in non-problematic cases. The Irish FDI Report provides some welcome practical guidance on likely timings, which accords with our experience in the first year and a half of the regime:

• Regarding the aim to confirm if formal screening is required within 10 calendar days; the average in 2025 was 9.76 calendar days, and two-thirds of initial assessments were concluded within this period (although the range was broad at 0 – 47 calendar days); and

• Once a transaction proceeded to formal screening, the average time to decision was 40 calendar days, and two-thirds of decisions were issued within 40 calendar days (although the range was 27 – 85 calendar days).

In non-problematic cases it would seem reasonable to account for a period of 2 – 3 months in deal timetables.

• This is broadly comparable for non-problematic transactions in other regimes. For example, under the UK National Security & Investment Act 2021 (NSIA), there is an initial review period of 30 working days which is preceded by a c.10 – 15 working day period from submission to acceptance of a notification i.e., just over 2 months. Further comparisons are set out below:

Jurisdiction	Average timeline for formal screening
Estonia	24 days
Germany	34 days
Australia	41 days
Finland	58 days

Limited levels of intervention

In the first year of the Act, no transactions were prohibited, and only two were cleared subject to conditions (which amounts to 8% of transactions formally screened, and less than 2% of overall notifications). The conditions in both cases were behavioural in nature (rather than structure i.e. divestments), designed to ensure that contractual arrangements relating to the provision of critical services by the target company were maintained.

That is broadly consistent with the comparative picture reflected in Eversheds Sutherland’s DealSCREEN. Across a number of regimes, as outlined in DealSCREEN, outright prohibitions remain rare, however certain jurisdictions have a higher degree of intervention than others.

In particular, Australia and France are notable in the number of transactions which require remedies, namely c.64% in Australia, and c.53% in France, albeit the percentage of transactions which were prohibited outright remains low (<1% in Australia and c.3% in France).

Germany and Italy have a similar level of intervention in terms of transactions requiring remedies (6% and 5% respectively). 

By and large, according to DealSCREEN intervention rates globally are low, with the average rate of intervention being 3% for remedies, and 0.7% for outright prohibitions.

Jurisdiction	Number of decisions	% unconditional clearances	% clearances with remedies	% prohibitions
Australia	4,740	36%	64%	<1%
United Kingdom	1,139	99%	1%	<1%
Italy	651	95%	5%	<1%
Germany	269	94%	6%	<1%
USA	250	93%	6%	<1%
France	188	44%	5%	3%
Spain	94	90%	9%	<1%
Belgium	91	98%	2%	0%
Ireland	26	92%	8%	0%

Investor Focus

According to the Irish FDI Report, the highest number of investors derived from the USA and the UK, reflecting the continued importance of those jurisdictions as sources of inward investment into Ireland. This mirrors the wider EU picture: the EC FDI Report identifies the USA as the largest source of foreign investment into the EU, followed by the UK, with China and Hong Kong also remaining significant contributors. Ireland’s investor profile, therefore, appears broadly aligned with overall European investment trends.

Ireland’s regime only applies to non-EU investors, which is more limited in scope that other regimes (e.g. the UK regime applies regardless of acquirer nationality).

Looking across to the UK, there has been a more pronounced focus on acquirers from particular jurisdictions, notably China (which accounted for just 4% of notifications in the UK, but 32% of in-depth investigations and 7 out of 17 Final Orders (i.e. remedies/prohibitions) issued in the 2024-2025 review period. However, remedy measures have been taken against a broad range of nationalities, with some notable examples being:

• The UK has imposed remedies on acquirers from the USA, Germany, the Netherlands, the United Arab Emirates, Canada and Austria, amongst others;

• EU Member States have blocked acquisitions by US acquirers, for example the Netherlands prohibited a US company (Kyndryl) from acquiring a Dutch company (Solvinity) which has a technical underpinning to the Dutch ID system, as well blocking acquisitions from within the EU e.g. the Spanish government vetoed a Hungarian company’s (Ganz-Mavag) proposed acquisition of a Spanish train manufacturer (Talgo).

• These cases illustrate that, while a focus may remain on what individual jurisdictions may consider as ‘hostile’ nations, there is a possibility for intervention on a broader basis, particularly where the target business is active in highly strategic and/or defence capabilities. It remains to be seen whether interventions in Ireland will follow a similar path.

Sector Focus

According to the Irish FDI Report, there was a pronounced focus on critical infrastructure (which accounted for c.70% of screened transactions).

Categories of Sectors where screening notice issued	Number of transactions	% of screened transactions
Critical infrastructure	18	c.70%
Critical technologies and dual-use items	4	15%
Supply of critical inputs including energy and raw materials	3	12%
Access to sensitive information	1	3%
Total number of transactions screened	26	100%

From a comparative perspective, as reflected in DealSCREEN, the sectoral focus of FDI screening varies significantly across jurisdictions. In the UK, defence and military dual-use activities dominate, accounting for over half of all notifications, with critical suppliers to government and artificial intelligence also attracting increasing scrutiny. 

At EU level, the EC FDI Report notes that manufacturing (and within that, critical technologies including defence, aerospace and semiconductors) remained the sector most subject to detailed security assessment, followed by information and communication technologies.

Updated Guidance

A number of key elements can be identified from the Guidance:

• Internal restructurings: a number of EU Member States’ regimes, as well as the UK NSIA regime, capture internal restructurings (although the UK government has indicated it intends to reduce / remove this requirement, which in practice has been one of the most criticised elements of the UK regime).  While the Irish regime does not expressly deal with internal restructurings, the mandatory notification criteria operate to exclude internal restructurings in practice: a transaction is only notifiable where the same undertaking does not, directly or indirectly, control all the parties involved.  The Guidance now explicitly addresses this point, confirming that purely internal reorganisations will “generally fall outside the scope of the regime where ultimate control remains unchanged”.  The Guidance qualifies this position by stating that where a transaction results in a new third country undertaking being introduced into the ownership structure, a mandatory notification requirement will arise.  This represents a potentially significant development for multi-national groups, as transactions that may otherwise appear to be internal reorganisations could still be caught where they alter the composition of third country ownership within a group.

• Further guidance required: while the Guidance is a welcome development, certain concepts remain broadly framed. In particular, transactions involving access to a “substantial amount of sensitive information” can trigger a filing. This continues to present interpretative challenges, with no detailed or exhaustive definition of what volume of such information will be considered sufficiently “substantial” to trigger notification. Notwithstanding this uncertainty, as noted above, the Irish FDI Report notes that only one notification was formally screened under this limb.

EU FDI Reform

Unlike merger control, FDI screening does not operate as a ‘one stop shop’ in the EU, with Member States retaining responsibility for national security / foreign investment screening. However, there is a central EU FDI Regulation which encourages cooperation / coordination between Member States, and this was recently revised and formally adopted by all relevant legislative bodies on 8 June 2026.

Please see our article here.

In short, Member States have 18 months to bring their regimes into line with the revised framework. For Ireland, a number of practical implications flow from the revised framework, including:

• a requirement to adopt a structured two phase review process (with a first phase capped at 45 calendar days); and

• minimum scopes for certain sectors covering, among other areas, dual-use items, semiconductors, quantum technologies, AI, critical infrastructure, strategic raw materials and financial services.

Practical Steps and Interaction with Transaction Planning

The Report reinforces that FDI screening must now be considered alongside merger control and other regulatory processes when structuring transactions. As Eversheds Sutherland’s DealSCREEN data shows, FDI filings are now outpacing merger control notifications across a number of jurisdictions, and FDI regimes are expanding their reach and in some cases becoming more interventionist.

Key practical implications include:

• the need to assess filing requirements early in the deal process;

• the inclusion of FDI / merger control approvals as a condition precedent where relevant (appropriately allocating risk, and including cooperation provisions); and

• the potential for precautionary filings where sectoral scope is unclear.

Timing and coordination on filings (across both merger control and FDI) becomes increasingly important on cross-border transactions requiring multiple filings, and consideration should be given as to filing strategy to ensure consistency, and consider whether filings may be submitted in a particular order. Helpfully, the revised EU FDI Regulation will require that, where a transaction triggers FDI notification in several Member States, all filings must be submitted on the same day, with national authorities expected to align their reviews on timing and risk evaluation.